Terms & Conditions of Sale
Last updated : April 14 2018
Article 1 – Definition, scope and acceptance of terms & conditions
- The present terms and conditions of sale (“terms” or “conditions”) govern the way ImmuSmol SAS (“ImmuSmol”, “we”, “our” or “us”) sells research products to commercial entities (“client”, “you” or “your”) through the website www.immusmol.com (« website » or « site »).
ImmuSmol SAS is a limited liability company with share capital of 50 000 euros, registered in the Bordeaux Register of Companies under number B 753 232 719.
Immusmol is a business-to-business company. We exclusively serve private companies, liberal professions, public institutions, and more generally any person acting in a professional capacity.
- Our terms & conditions are available on each and every page of the website. Express acceptance of our terms and conditions of sales is systematically required on the order confirmation page, before proceeding to payment. Therefore, placing a purchase order through our website shall be deemed to constitute unconditional acceptance of the present terms and conditions.
- We reserve the right to amend the present terms and conditions at any time and for any reason. Changes to the present terms and conditions will apply immediately, except for purchase orders already transmitted. We therefore advise you to read our terms & conditions before placing any order on our website.
- Unless otherwise expressly agreed to in writing, the present terms & conditions shall supersede all prior communications and agreements between parties. When completed with the purchase order, they constitute a Contract of sales between the ImmuSmol and the Client.
- Changes to the present terms and conditions shall only be considered binding if confirmed by ImmuSmol in writing.
Article 2 – Product offers, customer account and orders
- All products are subject to availability. We reserve the right to withdraw products at any time without prior notice and for any reason.
- Product pictures are not contractual. They are provided for illustrative purposes only.
- Clients' accounts are strictly confidential. You are responsible for the confidentiality and security of your account and password. You thus accept full responsibility for all activities occuring under your account or password.
- Despite our best efforts with regards to security matters, we have no control over the security of the internet connexion you use to access the site and communicate with us. Therefore, we cannot be held responsible for the security of information that you choose to communicate with us before and during its transmission.
- You are responsible for providing us with correct information on all purchase orders, including, but not limited to, product name and reference number, quantities, contact name, phone number, email address, as well as valid VAT number if in the European Union if applicable. You accept full liability for any failure to provide complete and accurate information when ordering products.
- Once sent, you are bound to your purchase order for a period of 15 days. Until we confirm payment by email, purchase orders are not deemed accepted and are thus not binding on Immusmol. After payment, orders are irrevocably binding on the Client. Requests to modify order composition or volume will only be considered if 1) orders are not yet been labelled as "in process" by our IT system, and 2) such requests are transmitted to email@example.com and confirmed by us in writting.
Article 3 – Prices & payment
- Our product prices do not include shipping and packing costs, insurance, VAT, customs fee, customs duty or any kind of tax.
- We reserve the right to change our product price at any time, without prior notice. Product price shall be the price quoted by ImmuSmol on the day of the order.
- For clients located in the EU, if no valid intra-EU VAT number is provided, we must charge the standard french 20% VAT on the order.
- Payment conditions:
- All payments are in EURO.
- The total price of the order is due on the day the order is made by the client.
- If the client's credit has been approved by ImmuSmol, payment is due within 30 days of invoice date.
- To be considered, any pricing or invoicing complaints must be made in writing within 30 days of the invoice date. In no case such complaints can justify late payment.
- Payment shall be considered effective only when ImmuSmol has receiced the full invoiced amount, in principal and accessories.
- Payments must be made by credit card, PayPal, or bank transfer. Checks are not accepted. Please not that for payments by credit card, secured bank servers are used. None of your bank information transit through our site.
- In case of late payment, ImmuSmol will apply a 40€ flat-rate recovery fee, and interest shall accrue on the full amount due including taxes, based on the official lending rate in force at the date of product delivery, increased by 10 points (or three times the legal interest rate), calculated on a daily basis without prejudice to our right to receive payment. In addition, you agree to compensate ImmuSmol for any legal costs, collection fees or other related costs engaged in the process of recovering your payment.
- In the event of late payment, ImmuSmol reserves the right to terminate client's order, account, and to suspend any further deliveries to the client.
Article 4– Product delivery, export and receipt
- We do our best efforts to deliver our products on time. However, our delivery estimates are only estimates, and as such are non-binding. We shall undertake to notify you promptly of any significant delay in product delivery.
- ImmuSmol cannot be held liable for any loss, costs or damage for the Client arising from late delivery.
- No delay or default in delivery of our products shall permit you to rescind your purchase order, delay payment or refuse delivery of the product.
- All our products are sold EXW ImmuSmol, PTIB Hôpital Xavier Arnozan, Avenue Haut Lévêque, 33600 Pessac, France, Incoterm 2010. Products are delivered when we load them onto the commercial carrier at our facility. At this point you become responsible for any risk of loss and damage.
- Product loss or damage after the risk of such a loss or damage has passed to the client do not discharge you, in any case, from your obligation to make full payment of the purchased products.
- In compliance with EXW Incoterm 2010, it is your responsibility to provide us with all documents, permits and approvals required for product delivery. Applicable import and export taxes may be added to your invoice.
- Products packing and shipping costs will be added to your invoice. For instance, products shipped with dryed ice will be subject to handling charges.
- You are responsible for arranging product inspection upon delivery and notifying immeditately in writing any damage or missing product to the carrier and to us.
- We shall not be liable for any damage or loss of products resulting from the transportation of our products. You should direct any claim related to such damage or loss to the transporter.
- We shall claim no liability for any altered or missing products unless we receive written notice at firstname.lastname@example.org within 7 business days following product delivery. The Client shall provide all evidence regarding any missing or altered product.
Article 5- Retention of title
- Ownership of delivered products is only transfered to you upon full payment of the purchase price, interest, costs and other sums due to ImmuSmol. Until full payment, you shall properly store, protect and insure our products (in an amount which is not less than the price payable to us).
- Shall the Client be subjected to statutory reorganisation or be liquidated by court order, we reserve the right , as part of the collections procedure, to claim merchandise which has been sold but not yet paid for (either in whole or in part).
- Client agrees to immediately inform ImmuSmol in writing of any seizure or other sequestration measure on any products subjected to our retention-of-title right.
- In case of late payment, we shall be entitled to require you to ship products back to us, at your own costs.
- If you were to fail to return our products within 15 calendars days of our written request to do so, ImmuSmol will exert its right of recovery, by registered letter with acknowledgment of receipt. We will immediately terminate the contract and engage court proceedings to recover our payment and repossess our products.
Article 6 - Warranty and limitation of liability
- We warrant that our products comply with the specifications in effect at the time of purchase, and that they will meet their intended function when used in accordance with our recommended instructions of use. This warranty lasts from product shipment from our facility until product expiry date.
- If a product does not meet our warranty, you must notify us by email at email@example.com during the warranty period. No product may be returned without our written permission. Product shall be returned in their original containers and be unaltered in form and content. For valid product claims, we will reimburse return costs, and replace the product or proceed to refund within 30 days after reception of defective products.
- Our warranty does not apply in the event of failures to use and store the products in accordance with any instructions, specifications or conditions of use provided by us.
- Our warranty is non-transferabble: it only extends to the original purchaser and cannot be transfered to any third party.
- The above warranties are exclusive. ImmuSmol disclaims no other representations, warranties and conditions, whether express or implied, regarding the products available through our website, including, but not limited to, those of title non-infringement, merchantability, and fitness for a particular purpose. In no event shall Immusmol and any of its staff be liable for any indirect, incidental, special or consequential damages arising or related to the use of our products.
- In any case, our maximum liability is expressly limited to an amount equal to the sum effectively paid to us by the client for the purchase of the product.
Article 7 – Technical suppport
At your request, we may provide technical assistance and information with respect to the technical specifications and possible uses of our products, free of cost. By providing advice and information, we make no warranty, express or implied, regarding our products' technical specifications, use or suitability for any particular purpose.
Article 8 – Force Majeure
In case of force majeure, ImmuSmol will not be held responsible for any lateness or default in the performance of its obligations. Without being exhaustive, force majeure comprehends the following events: war, civil war, natural disasters including flood, acts of goverments limiting product sending and delivery, strikes, lockouts, accidents, fires, energy shortfalls and defaults of transporters. In such a case, we will promptly notify you of such intereference, its date of commencement and estimated duration.
Article 9 – Export
All our product and information related to them comply with European Union standards and import/export-control laws. You shall not, directly or indirectly, sell, export, re-export, transfer, divert or otherwise dispose of any such products or information (including products derived from or based on our products or information) to any destination, entity or person probibited by European Union laws or regulation.
Article 10 – Authorized Use
Upon purchase of our products, you are granted a non-transferable right to use our products in accordance with our product instructions. Unless stated otherwise in a written agreement, ImmuSmol products are intended for laboratory research use only. Using our products for any other purpose is strictly prohibited, including but not limited to, unauthorized commercial uses, diagnostic and therapeutic uses in humans and animals, or any type of consumption or application to humans or animals. For any use not stated in our product documentation, you shall be entirely responsible for obtaining any necessary intellectual property permission, complying with any applicable law or regulation, and conducting all necessary testing.
Article 11 – Intellectual property
You acknowledge that all intellectual property rights to our products are solely and exclusively owned by us. Your purchase of our product only grants you a limited non-transferable right to use the quantity of product you bought from us solely for internal research purposes. Unless stated otherwise in supplementary terms, you have no right to resell our products or any of their components for commercial applications of any kind. It is your sole responsibility to aquire additional intellectual property rights related to your intended use of our products.
Article 12 – Termination
If a party fails to observe or perform any of its obligations under this Contract and fails to remedy such breach within a period of 30 calendar days of the other party’s written notice to do so sent by recorded delivery, the other party will be entitled to terminate the Contract without prejudice to any rights or remedies available to it under these Conditions.
Article 13 - Applicable law and competence
You agree that any dispute that may arise from this Contract, with regards to its validity, interpretation, execution, termination, consequences and repercussions, shall be governed by French laws, by the « tribunal de commerce de Bordeaux ».
For any notice or claim, please use the following contact details:
229 Cours de l'Argonne
+33 (0)5 6431 1170